SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB

          [X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

          [   ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended:  March 31, 2000

                      Commission file number 000-30131

                          TELL-A-TALE INCORPORATED
           (Exact name of registrant as specified in its charter)

Nevada                                                            88-0453369
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

1850 E. Flamingo Rd #111
Las Vegas, Nevada                                                      89119
(Address of principal executive offices                           (zip code)

                               (702) 866-5844
            (Registrant's telephone number, including area code)

Indicate  by check mark whether the registrant (1) filed all reports required
to  be  filed by Section 13 or 15(d) of the Securities Exchange Act  of  1934
during the last 12 months (or for such shorter period that the registrant was
required  to  file  such reports), and (2) has been subject  to  such  filing
requirements for the past 90 days.
Yes   X       No

Indicate the number of shares outstanding of each of the issuer's classes  of
common equity, as of the latest practicable date.

Class                                                         Outstanding at
                                                              March 31, 2000
Common Stock, par value $0.001                                     5,000,000


<PAGE>
<TABLE>

                        ITEM 1.  FINANCIAL STATEMENTS

                          TELL-A-TALE INCORPORATED
                        (A Development Stage Company)

                                BALANCE SHEET
                               March 31, 2000
                                 (Unaudited)

                                   ASSETS

                                                                March
                                                               31, 2000

                                                            -------------
<S>                                                      <C>
CURRENT ASSETS
  Cash                                                           $        0
                                                              -------------
     TOTAL CURRENT ASSETS                                        $        0
                                                              -------------
OTHER ASSETS                                                 $            0
                                                              -------------
     TOTAL OTHER ASSETS                                      $            0
                                                              -------------
     TOTAL ASSETS                                                $        0
                                                                ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                          TELL-A-TALE INCORPORATED
                        (A Development Stage Company)

                                BALANCE SHEET
                               March 31, 2000
                                 (Unaudited)

                    LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                 March
                                                                31, 2000

                                                             -------------
<S>                                                       <C>
CURRENT LIABILITIES
     Officers Advances (Note #6)                                 $    1,105
                                                                -----------
  TOTAL CURRENT LIABILITIES                                      $    1,105
                                                                -----------
STOCKHOLDERS' EQUITY (Note #1)

     Preferred stock, $.001 par value
     Authorized 5,000,000 shares
     Issued and outstanding at
     March 31, 2000-None                                        $         0

     Common stock, par value $.001
     Authorized 20,000,000 shares
     issued and outstanding at
     March 31, 2000-5,000,000 shares                             $    5,000

     Additional paid in Capital                                           0

     Deficit accumulated during
     the development stage                                          (6,105)
                                                                -----------
  TOTAL STOCKHOLDERS' EQUITY                                  $     (1,105)
                                                                -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                           $          0
                                                                  =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                          TELL-A-TALE INCORPORATED
                        (A Development Stage Company)

                           STATEMENT OF OPERATIONS
                               March 31, 2000
                                 (Unaudited)



                                                                March
                                                               31, 2000
                                                             -----------
<S>                                                         <C>
INCOME
     Revenue                                                    $         0
                                                                -----------
EXPENSES
     General and
     Administrative                                          $        6,105
                                                                -----------
   Total Expenses                                            $        6,105
                                                                -----------
Net Loss                                                     $      (6,105)

Net Profit
or Loss(-)
Per weighted
Share (Note #1)                                                $    (.0012)
                                                                  =========
Weighted average
Number of common
shares outstanding                                                5,000,000
                                                                  =========
</TABLE>
The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                          TELL-A-TALE INCORPORATED
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' EQUITY
                               March 31, 2000
                                 (Unaudited)

                                                   Additional     Accumu-
                                Common Stock        Paid-in        lated
                               Shares    Amount     capital       Deficit
                            ---------- --------  ------------ -------------
<S>                        <C>        <C>       <C>           <C>
Balance,
January 1, 2000              5,000,000    5,000  $          0 $          0

Net   loss  three   months
ended
March 31, 2000                       0        0             0      (6,105)
                           -----------  -------  ------------ -------------
Balance,
March 31, 2000               5,000,000    5,000    $        0 $    (6,105)
                           ===========  =======  ============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                          TELL-A-TALE INCORPORATED
                        (A Development Stage Company)

                           STATEMENT OF CASH FLOWS
                               March 31, 2000
                                 (Unaudited)


                                                                 March
                                                               31, 2000

                                                             ------------
<S>                                                     <C>
Cash Flows from
Operating Activities:
  Net Loss                                                  $      (6,105)
  Amortization                                                           0
  Stock issued for services                                          5,000

  Changes in assets and
  Liabilities
     officers advances                                               1,105
                                                              ------------
Net cash used in
operating activities                                              $      0

Cash Flows from
investing activities
organization costs                                                       0

Cash Flows from
Financing Activities:                                                    0
                                                              ------------
Net increase(decrease)
in cash                                                        $         0

Cash, beginning of Period                                                0
                                                              ------------
Cash, end of period                                            $         0
                                                                 =========
</TABLE>
The accompanying notes are an integral part of these financial statements

<PAGE>

                          TELL-A-TALE INCORPORATED
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                               March 31, 2000

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized March 3, 2000, under the laws of the State  of
     Nevada,  as  TELL-A-TALE  INCORPORATED. The  Company  currently  has  no
     operations  and, in accordance with SFAS #7, is considered a development
     stage company.

     On  March  3 2000, the Company issued 5,000,000 shares of its $.001  par
     value common stock for services of $5,000.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

     The  Company  has not determined its accounting policies and procedures,
     except as follows:

     1.   The Company uses the accrual method of accounting.

     2.   Earnings per share is computed using the weighted average number of
          shares of common stock outstanding.

     3.   The  Company  has not yet adopted any policy regarding  payment  of
          dividends. No dividends have been paid since inception.

     4.   In   April  1998,  the  American  Institute  of  Certified   Public
          Accountant's  issued  Statement of  Position  98-5  ("SOP  98-511),
          Reporting  on  the  Costs  of Start-Up Activities"  which  provides
          guidance   on  the  financial  reporting  of  start-up  costs   and
          organization  costs. It requires costs of start-up  activities  and
          organization  costs  to  be  expensed  as  incurred.  SOP  98-5  is
          effective for fiscal years beginning after December 15, 1998,  with
          initial  adoption reported as the cumulative effect of a change  in
          accounting principle. With the adoption of SOP 98-5, there has been
          little or no effect on the Company's financial statements.

NOTE 3 - GOING CONCERN

     The Company's financial statements are prepared using generally accepted
     accounting  principles applicable to a going concern, which contemplates
     the  realization of assets and liquidation of liabilities in the  normal
     course  of  business.  However, the Company has no  source  of  revenue.
     Without realization of additional capital, it would be unlikely for  the
     Company to continue as a going concern. It is management's plan to  seek
     additional  capital  through  further  equity  financing's  and  seeking
     necessary bank loans.

<PAGE>

                          TELL-A-TALE INCORPORATED
                        (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS CONTINUED
                               March 31, 2000

NOTE 4 - WARRANTS AND OPTIONS

     There  are  no  warrants or options outstanding to issue any  additional
     shares of common stock.


NOTE 5 - RELATED PARTY TRANSACTION

     The Company neither owns or leases any real or personal property. Office
     services  are provided without charge by an officer and or  director  of
     the  Company.  Such costs are immaterial to the financial statements and
     accordingly, have not been reflected therein. The officers and directors
     of  the Company are involved in other business activities and may in the
     future,  become involved in other business opportunities. If a  specific
     business opportunity becomes available, such persons may face a conflict
     in selecting between the Company and their other business interests. The
     Company  has  not  formulated  a  policy  for  the  resolution  of  such
     conflicts.


NOTE 6 - OFFICERS ADVANCES

     While the Company is seeking additional capital through a merger with an
     existing operating company, an officer of the Company has advanced funds
     on  behalf  of  the Company to pay for any costs incurred by  it.  These
     funds are interest free.

<PAGE>

ITEM  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

The  Company  has  registered its common stock on a Form  10-SB  registration
statement  filed  pursuant  to  the Securities  Exchange  Act  of  1934  (the
"Exchange  Act")  and  Rule  12(g)  thereof.   The  Company  files  with  the
Securities  and Exchange Commission periodic and episodic reports under  Rule
13(a)  of  the Exchange Act, including quarterly reports on Form  10-QSB  and
annual  reports Form 10-KSB.  As a reporting company under the Exchange  Act,
the Company may register additional securities on Form S-8 (provided that  it
is  then  in compliance with the reporting requirements of the Exchange  Act)
and on Form S-3 (provided that is has during the prior 12 month period timely
filed  all reports required under the Exchange Act), and its class of  common
stock  registered under the Exchange Act may be traded in the  United  States
securities  markets  provided that the Company is  then  in  compliance  with
applicable  laws,  rules  and  regulations,  including  compliance  with  its
reporting requirements under the Exchange Act.

We  are  currently  seeking to engage in a merger with or acquisition  of  an
unidentified foreign or domestic company which desires to become a  reporting
("public")  company whose securities are qualified for trading in the  United
States  secondary market.  We meet the definition of a "blank check"  company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.  We
have  been  in the developmental stage since inception and have no operations
to date.  Other than issuing shares to our original stockholders, we have not
commenced any operational activities.

We  will  not  acquire or merge with any entity which cannot provide  audited
financial  statements at or within a reasonable period of time after  closing
of   the   proposed  transaction.   We  are  subject  to  all  the  reporting
requirements included in the Exchange Act.  Included in these requirements is
our  duty to file audited financial statements as part of our Form 8-K to  be
filed  with  the  Securities and Exchange Commission upon consummation  of  a
merger  or acquisition, as well as our audited financial statements  included
in  our  annual  report  on Form 10-K (or 10-KSB, as  applicable).   If  such
audited  financial statements are not available at closing,  or  within  time
parameters  necessary to insure our compliance with the requirements  of  the
Exchange Act, or if the audited financial statements provided do not  conform
to the representations made by the target business, the closing documents may
provide  that the proposed transaction will be voidable at the discretion  of
our present management.

We  will not restrict our search for any specific kind of businesses, but may
acquire a business which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become  engaged,  in that such business may need to seek additional  capital,
may  desire  to have its shares publicly traded, or may seek other  perceived
advantages which we may offer.


<PAGE>

A  business  combination  with a target business will  normally  involve  the
transfer to the target business of the majority of our common stock, and  the
substitution  by  the  target business of its own  management  and  board  of
directors.

We  have,  and  will continue to have, no capital with which to  provide  the
owners  of  business  opportunities with any cash or other  assets.  However,
management believes we will be able to offer owners of acquisition candidates
the  opportunity to acquire a controlling ownership interest  in  a  publicly
registered company without incurring the cost and time required to conduct an
initial  public offering.  Our officer and director has not conducted  market
research  and  is  not  aware of statistical data to  support  the  perceived
benefits  of a merger or acquisition transaction for the owners of a business
opportunity.

Our  Officer  and Director has agreed that they will advance  any  additional
funds  which  we need for operating capital and for costs in connection  with
searching for or completing an acquisition or merger. Such advances  will  be
made without expectation of repayment unless the owners of the business which
we  acquire  or merge with agree to repay all or a portion of such  advances.
There  is no minimum or maximum amount the Officer and Director will  advance
to  us.   We  will not borrow any funds for the purpose of repaying  advances
made  by such Officer and Director, and we will not borrow any funds to  make
any payments to our promoters, management or their affiliates or associates.

The  Board of Directors has passed a resolution which contains a policy  that
we  will  not  seek  an acquisition or merger with any entity  in  which  our
officer,  director,  stockholder or his affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest.

COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000

Many  existing computer programs use only two digits to identify  a  year  in
such  program's  date  field.   These programs were  designed  and  developed
without consideration of the impact of the change in century for which   four
digits  will  be  required to accurately report the date.  If not  corrected,
many  computer  applications could fail or create  erroneous  results  by  or
following the year 2000 ("Year 2000 Problem").  Many of the computer programs
containing  such  date  language problems have  not  been  corrected  by  the
companies or governments operating such programs.  The Company does not  have
operations  and  does  not  maintain  computer  systems.   However,   it   is
impossible to predict what computer programs will be effected, the impact any
such  computer  disruption will have on other industries or commerce  or  the
severity or duration of a computer disruption.

Before  the Company enters into any business combination, it will inquire  as
to  the  status  of any target company's Year 2000 Problem,  the  steps  such
target  company has taken to correct any such problem and the probable impact
on  such target company of any computer disruption.  However, there can be no
assurance that the Company will not combine  with a target company  that  has
an  uncorrected  Year  2000  Problem or  that  any  such  Year  2000  Problem
corrections are sufficient.  The extent of the Year 2000 Problem of a  target
company  may  be  impossible to ascertain and its impact on  the  Company  is
impossible to predict.

<PAGE>

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

There were no exhibits filed by the Company during the quarter.

Reports on Form 8-K

There were no reports on Form 8-K filed by the Company during the quarter.
<PAGE>


                                 SIGNATURES


Pursuant  to  the requirements of the Securities Exchange Act  of  1934,  the
registrant  has  duly caused this report to be signed on its  behalf  by  the
undersigned thereunto duly authorized.


TELL-A-TALE INCORPORATED


By:/s/ Anthony DeMint
   Anthony DeMint, President


Dated:    April 26, 2000